IPO - Genius Group Ltd

Form Type: 424B5

Filing Date: 2025-07-07

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225017930

Filing Summary: Genius Group Ltd has filed an amendment (Amendment No. 2) to its prospectus supplement under Rule 424(b)(5) for an at-the-market offering agreement with H.C. Wainwright & Co., LLC. The company may offer and sell up to $100 million of ordinary shares, which is permitted since their market value has exceeded $75 million. Shares will be sold at market prices, and Wainwright will earn a 3.0% commission on sales as an underwriter. The prospectus also outlines significant risks involved in the investment, including reliance on management's judgment for the usage of proceeds, potential immediate and substantial dilution for investors, and the volatility of the stock price. The offering is targeted towards financing working capital, debt repayment, potential acquisitions including Bitcoin acquisition, and expansion of existing assets. The document highlights the company's mission in the education sector, recent spin-off of Entrepreneur Resorts, and ongoing acquisitions to enhance their educational offerings.

Form Type: F-3

Filing Date: 2025-07-07

Corporate Action: Ipo

Type: New

Accession Number: 000164117225017932

Filing Summary: Genius Group Limited is filing a registration statement under the Securities Act of 1933 for the offering, issuance, and sale of its ordinary shares, preferred stock, debt securities, warrants, subscription rights, and units. The company aims to raise up to $1,200,000,000. The filing includes a prospectus summary that outlines the company's mission to disrupt the education model with student-centered learning, its growth from a pre-IPO group into a post-IPO group comprising nine companies, and its success in acquiring complementary educational entities. The document mentions a 1-for-10 reverse share split effective from August 16, 2024, and discusses the company's capital management strategy that includes the allocation of funds into bitcoin as a treasury reserve. The company delisted from Upstream and plans to continue its growth strategy focused on acquiring additional educational companies. The overarching goal is to enhance the Genius Curriculum and segue into a more comprehensive educational platform for a broader audience.